Sang I. Ji

Partner, New York

Biography

Sang I. Ji helps clients tackle issues relating to tax, reducing their exposure and managing complexity with clarity and directness.

Overview

Head of White & Case's Global Tax Practice, Sang Ji focuses on domestic and international tax law. He has particular experience with tax issues arising from mergers and acquisitions, securities offerings, financial products, investment funds and controversies with the US Internal Revenue Service.

Sang's experience extends to stock and asset acquisitions, including tax-free reorganizations. Many of these transactions are cross-border deals that required complex structuring to accommodate the business and tax considerations of the parties involved.

Additional tax issues on which Sang is able to help clients include those related to partnerships, consolidated groups, net operating losses, controlled foreign corporations, passive foreign investment companies, FIRPTA, corporate inversions and treaty benefits. He also works on the tax aspects of restructurings, joint ventures, project financings and a broad range of other matters.

Sang works extensively with issuers and underwriters around the world on a broad array of securities offerings, including convertible redeemable preferred stock, structured notes and complex trust instruments. Many of these offerings have required the creation of tax-efficient structures that navigate the varied requirements of multiple taxing jurisdictions.

He also advises investment funds and investors in such funds on tax-efficient structures for investments by United States persons outside the United States, as well as investments in the United States by non-United States persons. Clients from a range of industries including energy, healthcare, financial services, insurance and technology come to Sang for his tax expertise.

Prior to joining White & Case LLP, Sang served as an attorney-adviser to Judge James S. Halpern of the United States Tax Court.

Bars and Courts
New York
New Jersey
US District Court for the District of New Jersey
Education
LLM
Taxation
New York University School of Law
JD
Columbia Law School
BA
Columbia College of Columbia University
Languages
English
Korean

Experience

Most recent matters include the representation of:

Representation of CrowdStrike Holdings, Inc. (NASDAQ: CRWD), a leading global cybersecurity company, on its acquisition of Flow Security Ltd, the industry's first and only cloud data runtime security solution.

Representation of Brookfield Asset Management, Canadian-based infrastructure investment fund, on a Subscription Agreement for Reliance Industries', India's largest public company by market capitalization and revenue, $122 million (33.33% stake) investment in the existing joint venture between Brookfield Infrastructure and Digital Realty, a US-based real estate investment trust, to build data centers across India.

Representation of Quad-C Management, Inc., a leading private equity firm, in its acquisition of Vortex Companies, LLC, a global provider of trenchless infrastructure rehabilitation products and services.

Representation of Biosynex S.A. on the acquisition through Chembio Diagnostics Inc. of 100% of the share capital of Qualigen Inc., a US company.

Representation of F-Secure Corporation, a Finland-headquartered consumer cyber security company operating in more than 100 countries, on its US$223 million acquisition of the mobile consumer security business of Lookout, Inc.

Representation of I Squared Capital for its investment in RPower LLC, a distributed energy resource platform, with a target of up to $400 million of equity capital to fund the development, construction and ownership of distributed energy resources that provide resiliency and services to both the electric grid and commercial and industrial users.

Representation of Quad-C Management Inc., a leading private equity firm, in its acquisition of QED Technologies International, Inc. from Entegris, Inc. (NASDAQ: ENTG), a supplier of advanced materials and process solutions for the semiconductor and other high-technology industries.

Representation of Vox Media Holdings, Inc., a leading independent modern media company, on its equity financing transaction involving an investment by Penske Media Corporation (PMC), a global media and information services company.

Flying Eagle Acquisition Corp. (NYSE: FEAC), a SPAC, in its US$4.3 billion business combination with Skillz Inc., a mobile-gaming company based in California.

Falcon Capital Acquisition Corp. (NASDAQ: FCAC), a SPAC, in its US$3.9 billion business combination with Sharecare, Inc., a digital health company based in Georgia.

SES Holdings Pte. Ltd., a developer and manufacturer of high-performance hybrid lithium-metal rechargeable batteries for electric vehicles, in its US$3.6 billion business combination with Ivanhoe Capital Acquisition Corp. (NYSE: IVAN), a SPAC focused on electrification of society and industry.

REE Automotive Ltd., an electric-vehicle technology startup based in Israel, in its US$3.6 billion go-public acquisition by 10X Capital Venture Acquisition Corp. (NASDAQ: VCVCU), a SPAC.

Ascendant Digital Acquisition Corp. (NYSE: ACND), a SPAC, in its US$3 billion business combination with Beacon Street Group, LLC, a multi-brand digital subscription service platform that provides premium financial research, software, education and tools for self-directed investors.

Landcadia Holdings III, Inc. (NASDAQ: LCY), a SPAC, in its US$2.642 billion acquisition of HMAN Group Holdings Inc., the parent company of The Hillman Group, Inc., a distributor of hardware and home improvement products, personal protective equipment and robotic kiosk technologies, from CCMP Capital Advisors, LP.

VPC Impact Acquisition Holdings II (NASDAQ: VPCB), a SPAC sponsored by Victory Park Capital, in its US$2.5 billion business combination with FinAccel, the parent of artificial intelligence-enabled digital consumer credit platform Kredivo.

InterPrivate III Financial Partners Inc. (NYSE: IPVF), a SPAC, in its US$2.3 billion acquisition of Aspiration Partners, Inc., a global leader in Sustainability as a Service solutions for consumers and companies. VPC Impact Acquisition Holdings (NASDAQ: VIH), a SPAC sponsored by Victory Park Capital Advisors, LLC, a Chicago-based private equity firm, in its US$2.082 billion business combination with Bakkt Holdings, LLC, the transformative digital asset marketplace launched in 2018 by Intercontinental Exchange, Inc.

Diamond S Shipping Inc., one of the largest publicly listed owners and operators of crude and product tankers, in its US$2 billion merger with International Seaways, Inc., one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products.

Golden Nugget Online Gaming, Inc. (NASDAQ: GNOG) and the Special Committee of its Board of Directors in the US$1.56 billion acquisition of GNOG by DraftKings Inc., a digital sports entertainment and gaming company.

CITIC Capital Acquisition Corp. (NYSE: CCAC) CCAC, a SPAC, in its US$1.4 billion business combination with Quanergy Systems Inc., a technology company in the LiDAR industry.

An affiliate of Morgan Stanley Infrastructure in its US$1.3 billion acquisition of SpecialtyCare, Inc., a national platform with an established network for providing outsourced clinical services to hospital operating rooms and provider of perfusion, intraoperative neuromonitoring and surgical services.

ION Acquisition Corp 2 Ltd. (NYSE: IACB), a SPAC, in its US$1.3 billion business combination with Innovid, Inc., a global leader in connected TV ad delivery and measurement.

Quad-C Management, Inc. in its US$1.2 billion sale of AIT Worldwide Logistics Holdings, Inc., a global provider of transportation and logistics solutions, to The Jordan Company.

DFP Healthcare Acquisitions Corp. (NASDAQ: DFPH, DFPHW), a SPAC, in its US$842 million business combination with The Oncology Institute, a US market-leader in value-based oncology care.

bolttech Holdings Ltd., an international insurtech company, on its US$180 million series A equity financing round, which values bolttech at more than US$1 billion - giving bolttech unicorn status only one year after its launch in 2020. Activant Capital Group acted as lead investor in the eqiuty financing round.

Deerfield Healthcare Technology Acquisitions Corp. (NASDAQ: DFHT), a SPAC, in its US$614 million business combination with CareMax Medical Group, L.L.C. and IMC Medical Group Holdings LLC, creating a technology-enabled care platform providing value-based care and chronic disease management to seniors.

FS Development Corp. II (NASDAQ: FSII), a SPAC, in its US$276.2 million business combination with Pardes Biosciences, Inc., an early stage biopharmaceutical company developing a potential direct-acting, oral antiviral drug to treat and prevent SARS-CoV-2 infections.

NovaQuest Capital Management LLC in its acquisition of Spectra Medical Devices, Inc., a leading manufacturer of procedural needles and distributor of generic injectable drug products.

Advent International, one of the largest and most experienced global private equity investors, on the sale of its controlling interest in AI Dream, a leading premium sleep solution provider that operates global brands Serta and King Koil in China, to the Asia-focused private equity firm Hillhouse Investment Management.

Dominus Capital, L.P. in:

the sale of its portfolio company, Masterbuilt Holdings LLC, a leader in outdoor residential grilling and cooking under the Kamado Joe and Masterbuilt brands, to the Middleby Corporation (NASDAQ:MIDD), a global leader in the foodservice equipment industry.

its acquisition of Seaga Midco, Inc., a leading vending machine manufacturer based in Illinois.

the sale of its portfolio company, BluSky HoldCo Restoration Contractors, LLC, a leading provider of restoration services to commercial properties nationwide, to an affiliate of Partners Group, a global private market firm, and Kohlberg & Company, a New York-based investment firm.

its acquisition of Lockmasters, Inc., a manufacturer and distributor of locks, doors and related hardware components and provider of related education and training classes.

Avast plc (LSE: AVST), one of the world's largest cybersecurity companies, on the carve-out disposal of its Family Safety Mobile Business to Smith Micro Software, Inc. (NASDAQ: SMSI).

Anthem, Inc. in the acquisition of InnovaCare Health, L.P.'s Puerto Rico-based subsidiaries, including MMM Holdings, LLC (MMM) and its Medicare Advantage (MA) plan, MMM Healthcare, LLC, as well as affiliated companies and Medicaid plan. MMM is Puerto Rico's largest MA plan and one of the fastest-growing vertically integrated healthcare organizations in the United States.

CVC Capital Partners in its acquisition, with minority co-investor Caisse de dépôt et placement du Québec (CDPQ), of a majority stake in the international agencies of BlueFocus Intelligent Communications Group Co., Ltd., a leading publicly-traded Chinese marketing services conglomerate.

CVC Capital Partners in its acquisition of a majority interest in ExamWorks, a global leader in independent medical examinations, peer reviews, document management, and related services.

CVC Capital Partners in its acquisition of a majority stake in MedRisk, a leading provider of managed physical medicine services for the workers' compensation industry in the United States.

Landcadia Holdings II, Inc. (NASDAQ: LCA), a SPAC, in its US$745 million acquisition of Golden Nugget Online Gaming, Inc. (GNOG), one of the nation's leading online casinos, from Landry's Fertitta LLC, part of the Landry's group of restaurant and hospitality businesses.

Macquarie Infrastructure Partners II in the US$1.212 billion sale of Gadus Holdings Corporation, the parent company of WCA Waste Corporation, to GFL Holdco (US), LLC, a subsidiary of GFL Environmental Inc.

Special Committee of Cellular Biomedicine Group, Inc. in its sale to a consortium including certain members of CBMG management, CBMG stockholders and financial sponsors.

I Squared Capital Advisors (US) LLC in its acquisition of Star Leasing, a leading trailer lessor in the United States.

B. Riley Principal Merger Corp. II, a SPAC, in its US$550 million business combination with Eos Energy Services LLC, a leading manufacturer of zinc hybrid cathode battery energy storage systems.

Forum Merger II Corporation, a SPAC, in its US$420 million business combination with Ittella International, a plant-based food company with a broad portfolio of innovative products.

FS Development Corp. (NASDAQ: FSDC), a SPAC, in its US$216 million business combination with Gemini Therapeutics, Inc., a clinical stage precision medicine company developing treatments for genetically defined age-related macular degeneration.

Roivant Sciences Ltd., through its special purpose vehicle Pharmavant 3 Ltd., in its acquisition of Izana Bioscience Limited, a UK translational medicine company.

Avon Rubber p.l.c. (LSE: AVON), a leading provider of life critical personal protection systems to military and first responder markets, in its US$130 million acquisition of Team Wendy, LLC, a leading supplier of critical protective systems including helmets and helmet liner and retention systems for military and first responders.

Harvest Partners in the Athletico transaction, which involved the acquisition of a network of physical therapy businesses valued at approximately US$400 million. Prior to an internal reorganization undertaken in connection with the transaction, the business was legally structured as approximately 70 legal entities, separately owned by the founding physical therapist and a physical therapist manager.

Cloverhill Holdings, LLC, the portfolio company of our long-time client Quad-C Management, Inc., and the indirect parent of Cloverhill Bakery, in its US$700 million sale to the Swiss-based food group Aryzta AG.

Canada Housing Trust and Canada Mortgage and Housing Corporation by arranging the issuance and guarantee of over CDN$236 billion in Canada Mortgage Bonds.

Brookfield Infrastructure Partners L.P. in the negotiation and execution of transaction documents to establish a 50:50 joint venture with Digital Realty focused on the development, ownership and operation of institutional quality data centers in India.

Quad-C Management, Inc., a private equity firm, in:

the sale of its investment in EFC International, a leading value-added distributor of highly engineered specialty fasteners to the automotive and industrial end-markets.

its acquisition of Village Gourmet Holdco, LLC and its subsidiaries, specialty producers of fine meat and snacking options.

its acquisition of a 50 percent interest in the InterWrap Group, a global manufacturer of innovative coated woven products and diverse multi-layer laminated reinforced plastic substrates.

Credit Suisse, as sole lead arranger and administrative agent, in connection with the US$450 million senior secured credit facility provided to Lord & Taylor Holdings LLC. His advice was sought on matters relating to tax, since proceeds from the term loans were used to partially refinance outstanding commercial mortgage-backed securities and to pay related fees and expenses. Lord & Taylor is owned by NRDC Equity Partners LLC.

Publications

INSIGHT: Historic CARES Act Will Have Significant Impact on Companies, Individuals, Bloomberg Law, April 2020

US Tax Reform Will Have a Significant Impact on M&A and Financing Transactions, White & Case, December 2017

Global Tax Report September 2013: Intellectual Property Tax Planning, White & Case, September 2013

Transfer Pricing – Its Impact on M&A Transactions, Acquisition International, April 2012

The Material Adviser Rules in the New Tax Law Are Too Broad, 105 Tax Notes 757, November 2004, Letter to the Editor

Awards and Recognition

Leading Lawyer, US taxes: non-contentious, Legal 500 US 2023-2024

Leading Individual for Tax, Lawdragon 500 Leading Dealmakers in America, 2022, 2024, 2025

Leading Lawyer for Tax in the United States, Euromoney's Expert Guide, 2018